独家经销协议英文文档格式.docx

1、s agent） whose registered office i n the PR ofChina at the address . （the PrincipaI s agent2 RecitaIs2.1 The PrincipaI manufactures goods incIuding the Products2.2 The PrincipaI s agent trades with the Products of the PrincipaI2.3 The Distributor wishes to seII the Products in the Territory3 Definit

2、ionsThe foIIowing terms shaII have the foIIowing meanings:3.1 Business: the promotion and saIe of the Products by the Distributor and aII matters reIated3.2 Commencement Date the date set out at the head of this Agreement3.3 Conditions the provisions contained in cIauses 5 to 9 which shaII be incorp

3、orated into this Agreement in their entirety3.4 Consignment each shipment of Products made by the PrincipaIand/or the PrincipaI s agent in response to an order pIaced inaccordance with the terms of this Agreement by the Distributor3.5 Currency US DoIIars3.6 Documents the documents which must be pres

4、ented in order to obtain payment under the respective saIes contract pursuant to which a documentary credit is opened3.7 Expiry Date within 2 two years after Commencement Date unIess extended as per cIause 5.6 of this Agreement3.8 Trade Name: （insert detaiIs）3.9 Minimum AnnuaI Performance saIes of t

5、he Products in each year of the Term3.10 Products the products briefIy described in ScheduIe 13.11 Rights the soIe and excIusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 Term the period starting on the Commencement Date and ending on the

6、Expiry Date unIess earIier determined as provided in this Agreement3.13 Territory the territory of the State of IsraeI4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in th

7、e Territory during the Term4.3 Without prejudice to the remaining provisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principals obligationsThe Principal agrees

8、 with the Distributor throughout the Term:5.1 Sole and exclusive distributorNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and s

9、ales of the Products and in particular at its own expense5.2.1 to supply trial samples of the Products upon request from the Distributor5.2.2 to provide and promptly update information about the Products5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss

10、damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:5.3.1 any act, neglect or default of the Principal, the Principal sagent or their agents, employees, licensees or customers5.3.2 any

11、 successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this

12、Agreement5.4 Delivery of ProductsSubject to availability to supply to the Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Te

13、rritory5.4.2 are of merchantable quality5.4.3 conform to sample and specification limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend th

14、e Term for one further period of two years without breakin continuity provided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expi

15、ry Date5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days written prior notice of the Principals intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods similar to the Product